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RichardSolomon's picture

Sweat equity is a folk term, not an accounting or economic term.

Y'all aint talkin about sweat equity when y'all discuss securitization. Sweat equity can be part of market valuation in a public offering, the the tterm isn't meant to be used in that manner.

Sweat equity - as I use and understand it - is about a private business owner and the free positive cash flow of her business. It is a shorthand word, not a metric for any evaluation purpose in any public market context.

Cold Hard Buffet

A pure royalty based securitization avoids the cross collateralization issues of a WBS. Simple factoring of receivables - not driven by super-sized intangible valuation assumptions - and, definitely not, the 6% growth driver models that took down the credit markets.

Symptons and Causes

Mr. Bean writes:
"Nobody values a franchised store on its book value anyway. It's cashflow."

According to ltlSHRNY's commentary, I don't see a reference to book value. I understood the commentary to be in the context of a reasonable financial check-n-balance in order to rationalize the value of the system wide "goodwill" versus the franchisee's unit level "goodwill" - in a mark-to-market financial reporting environment.

In other words, how active is the franchisee secondary market? And, at what EBITDA multiple does a single unit trade at versus the system wide multiplier?

I would agree with you that nobody basis their food purchases on the Zor's impairment charge offs.

I was speaking with Mr. Patel earlier today, and he was questioning why McDs is successful in India - a country that considers the Cow to be holy. So, I decided to look at BK for answers. Couldn't find anything related to BK and India. However, I did come across a statement in their 08/31/06 10K SEC filing regarding the UK - a country that devours beef.

"For example, we have experienced declining sales and operating profits in certain foreign markets, such as the United Kingdom, due in part to franchisee financial distress and concerns about obesity as well as high operating expenses. We may not be successful in developing effective initiatives to reverse these trends."

I thought only the US had obesity problems and poor franchisee business acumen. Do educated folks become franchisees in the BK system? Or, is a high school GED equivalent good enough? BK sure seems to have a lot of poor business managers as franchisees getting themselves overly levered again and again and again....

Granville_Bean's picture

confusing the sympton with the cause

The Zor writing down the value attributed to their mark doesn't make the value of the mark go down, it only recognizes that the value is already less than they were carrying it for.  If customers were not coming in the door, keeping the goodwill at the original value booked won't make them come in.

To put it another way, customers don't say "Nah, they wrote down their Goodwill, so I don't want to go eat there any more."  If the Zor ran the company badly and the value of their trademark declined, that happened before the write-down.  A Zor can indeed mis-manage so that the value of the brand declines, but it is NOT the act of taking the right-down that CAUSES the decline.

Nobody values a franchised store on its book value anyway.  It's cashflow.  Anticipation of greater future cashflow will cause the store to sell at a higher multiplier of current cashflow than if stagnation or decline was projected.  Actions of the Zor can indeed have effect on cashflow, but this has ALREADY happened before the Zor's write-down takes place.

You can't sell what you don't own

Franchisees have no ownership interest in their franchisor as a franchisee. Franchisees could buy stock in their franchisor and gain ownership equity. Franchisor however do own franchise agreements.

Additionally if your franchisor is publicly traded it is always for sale to the highest bidder.

Buffet's cold hard

Buffet's cold hard truth.

Shareholders may have bought into that battle of managers but franchisees are the ones dragged along for the ride. Is there a way to keep franchisee equity out of that game? Or is it the unwritten clause in an Agreement?

By Selling As A True Sale

Is how the goodwill gets monetized.

Hyper-helpers and hyped-up valuations. What over leverage? Bankruptcy cures it all on the cheap.

Monetize goodwill

"To Richard’s point – Sweat equity is worthless until the “goodwill” is monetized."

Excellent point, but...how do you monetize the goodwill?

Edward Ryan's picture

Franchise Goodwill & Securitization

Let's look at the franchise system as a whole:

Would you agree that a Trademark is merely a "symbol" of goodwill?

If so, then the value of a franchisee owned/leased real estate is intertwined with the perceived value of the “Mark”.

The following is a list of assets that get transferred into a Master Issuer SPE during a franchise whole business securitization (WBS):

  1. All “existing” franchise agreements
  2. All “new” future franchise agreements
  3. All intellectual property (IP) assets – new registered Trademark IP Holder/Owner
  4. ** All real estate assets leased to franchisees
  • ** also captures all future real estate acquired by way of the franchisee agreement contractual terms:
  • ** Lease Rider Agreement
  • ** Franchisor Right Of First Refusal Clauses

Since I haven’t seen all of BK’s indenture documents, let’s use S&P’s DB Master Finance LLC (Dunkin’ Donuts) Pre-Sale Review as an example of a franchise WBS.  S&P encapsulates a discussion of the assets above, and further defines the assets as follows:

These assets, as well as the equity in these subsidiaries, will constitute the collateral for the notes, directly pledged under the indenture by the master issuer and the co-issuersor, in the case of non-issuer subsidiaries of the master issuer, pledged through secured guarantees of the notes the master issuer will own interest in Japanese and Korean master franchisor joint ventures (although for rating purposes, no credit was assigned to cash flows that may be distributed by these joint ventures), and will enter into intellectual property licensing agreements with third parties for the production of ice cream.

* emphasis is in bold forget the rest – it gets intentionally confusing…               

Trademark ownership cannot be transferred without the related intangible “goodwill”.  The “rights” of the asset owners are further intertwined with the intangible value of the “Mark”. 

The Street’s due diligence process includes a review of the historical secondary market sales activity of the franchisee owned stores/units.  The market values are used as a gauge/comparable by the underwriters and the rating agencies to get feel for unit level “goodwill” market values.  Prior to the 2002 PE acquisition of Burger King, there was a period of active buying and selling by the franchisee owners leading into the sale by Diageo.  Hence, franchisees were paying market premiums based on the perceived value of Burger Kings’ Trademark Goodwill – the ability to bring customers in the door.  An impairment charge is a direct hit against the perceived market value of the “Mark”.  System wide “goodwill” value is the sum of the individual parts. 

Securitization maintains the core Zor/Zee relationship within the SPE.  However, the seller/originator is then given certain Servicing Rights through a Master Servicing Agreement as a 3rd party in the post-securitization environment.  This is why there is a shift in definition from Our Private Equity “Owners” to Our Private Equity “Sponsors”.  Need to stay attached somehow, I suppose…

Was watching The Ghost Writer the other day – being that story takes place on Martha’s Vineyard, the role of Paul Emmett reminded me of our franchise academic leader.

michael webster's picture

Hit to the Franchisee Goodwill

 ltlSHRNY writes:

I take this to mean that up until 2002 franchisees had significant equity on their balance sheets based on market valuations at the time. 

In 2003, BK recapitalized the acquisition through a whole business securitization (WBS).  In the process, the initial purchase price reported at $2.4B was revalued through a $875M impairment charge that was taken against the system wide “goodwill” which revised the “true” 2002 acquisition cost to $1.5B. 

Franchisees felt the hit of the impairment charge through discounted market values which impacts their balance sheet “equity” and net worth valuations. 

Hence, franchisees who paid market premiums for their BK acquisitions become overly leveraged because their “goodwill” was destroyed by their Franchisor and PE managers.

This looks interesting. But I have some problems with it.  The purchasers of BK overbought, recognized it, and had to charge $875million.

But how does this impairment charge effect or downgrade the price of an individual franchise unit?  I am not following this.

Ray Borradale's picture

I’m guilty

So often, and I’m guilty, many refer to another term that is more often than not defunct - that of ‘buying’ a franchise;

Hey honey; I just coughed up and signed up for the transfer of a lease on a business which I may or may not be able to transfer. Even better than that, I get to pay regular instalments to a brand landlord on top of the business finance  Ain’t ya prouda me lil darlin?

But how should we rephrase the term ‘selling a franchise’ or ‘franchise sale’? Another eternal franchising conundrum ....

Sweat is healthy; sweat equity is usually saved in a small cup with big holes.  Ask Jack Cowin.

Edward Ryan's picture

Sweat Equity: Burger King Holdings Inc.

Richard brings up a great point:

Capital value is now a product of the arithmetic evaluation of free cash flow. If there is no free positive cash flow there is no capital value - hence no equity - just sweat

BKC’s S-1/A filing statement dated May 02, 2006 [SEC Form S-1] states EBITDA increased 65% between 2004 and 2005:

increasing net income from $5 million in fiscal 2004 to $47 million in fiscal 2005, with EBITDA increasing 65%, from $136 million in fiscal 2004 to $225 million in fiscal 2005.

Growing EBITDA by 65% is a very impressive increase for any retail system – #1 McD’s can’t do that.  Wall Street deals are valued on EBITDA multiples.  Digging a bit deeper into the S-1 registration statement, there are references to a Franchisee Financial Restructuring Program, or the FFRP program.  The references below describe the purpose and accomplishments of BK’s FFRP initiative:

FFRP Definition:

providing assistance to franchisees in the United States and Canada that were in financial distress prmarily due to over−leverage

FFRP Rationale:

In December 2002, over one−third of our franchisees in the United States and Canada were facing financial distress primarily due to over−leverage. Many of these franchisees became over−leveraged because they took advantage of the lending environment in the late 1990s to incur additional indebtedness without having to offer significant collateral. Others became over−leveraged because they financed the acquisition of restaurants from other franchisees at premium prices on the assumption that sales would continue to grow.

Our franchisees are independent operators, and their decision to incur indebtedness is generally outside of our control and could result in financial distress in the future due to over−leverage. In connection with sales of company restaurants to franchisees, we have guaranteed certain lease payments of franchisees arising from leases assigned to the franchisees as part of the sale, by remaining secondarily liable for base and contingent rents under the assigned leases of varying terms.

FFRP Accomplishment:

improving the financial health of our franchise system in the United States and Canada as demonstrated by improved royalty collections and the significant reduction in the number of franchise restaurants in our Franchisee Financial Restructuring Program, or the FFRP program, which declined from over 2,540 in August 2003 to approximately 125 as of March 31, 2006, accomplished primarily through franchisee financial restructurings, as well as the closing of approximately 400 restaurants participating in the FFRP program and our acquisition of approximately 150 franchise restaurants

A quick PACER search on Burger King bankruptcy filings between January 2002 and December 2005 resulted in a combined (Ch 7 & Ch 11) total of 124 cases.  In an article published on 08/11/05 by the Indianapolis Business Journal titled, “Bankrupt franchise group sells stores to Burger King” – summarizes the rising tide in BK franchisee bankruptcies during the 2002-2005 period pretty well:

The franchisee bankruptcy and subsequent acquisition by Burger King is a scenario that has played out repeatedly across the country in recent years. Hampered by competition from other fast-food chains and high-level reorganizations at Burger King Corp., many of the company's largest franchise groups have declared bankruptcy. Many of those cases ended with another franchisee or the company acquiring the stores, sometimes hundreds at a time.  

Franchisees should be concerned with corporate finance initiatives because in Burger King’s case, management blamed the franchisee community for being overly leveraged.  The causes for franchisee financial distress were attributed to 1) Franchisee no longer had sufficient collateral {at 1 time they must have} and, 2) Franchisees were acquiring stores at premium prices assuming sales would continue to grow.

I take this to mean that up until 2002 franchisees had significant equity on their balance sheets based on market valuations at the time.  In 2003, BK recapitalized the acquisition through a whole business securitization (WBS).  In the process, the initial purchase price reported at $2.4B was revalued through a $875M impairment charge that was taken against the system wide “goodwill” which revised the “true” 2002 acquisition cost to $1.5B.  Franchisees felt the hit of the impairment charge through discounted market values which impacts their balance sheet “equity” and net worth valuations.  Hence, franchisees who paid market premiums for their BK acquisitions become overly leveraged because their “goodwill” was destroyed by their Franchisor and PE managers.

The FFRP initiative allowed BK to suck up franchisee owned stores and create a new “refranchising” revenue source.  As the FFRP stores were refranchised, the royalty streams were included into the financial reporting mix again.  Therefore, with the FFRP, which was dwindling down by 2005, EBITDA soared 65% between 2004 and 2005.  Not a bad deal for the “asset managers” and their House of Cards.  However, this is not a business turnaround story.  The turnaround is in the accounting treatment of franchisee owned “goodwill” not management expertise.     

To Richard’s point – Sweat equity is worthless until the “goodwill” is monetized.

RichardSolomon's picture

Sweat no longer translates to equity. The term is now obsolete.

Sweat equity was a viable concept when sweat had a good likelihood of producing equity. Equity means positive capital value.

Capital value is now a product of the arithmetic evaluation of free cash flow. If there is no free positive cash flow there is no capital value - hence no equity - just sweat.

There can never be sweat equity in bozo franchise deals. Sweat equity is a dangerous fiction in the context of most franchises today. We need to stop using the term unless we have good evidence that some positive equity is really there.

We need to stop playing this game by other people's rules.

michael webster's picture

Debt for Dividends

What our commentator is trying to explain is this.

1.  Since the early 1900's, it was illegal to raise money by selling corporate bonds if that money was simply paid as a dividend to the current owners.  The potential for abuse here is obvious.

2.  Fast forward to the 21st century and whole business securitization - the selling of a whole business, and leasing it back to managers.

3.  A franchise system can be bought by a group of people who securitize the whole business - they borrow massive amounts of money to purchase the system, but then lease it back to people to manage the royalty flow.   The latter pays for the former.

Franchisees watch all of this and do nothing to protect their sweat equity.

Edward Ryan's picture

Snowball: Beguiling Heresy

In Paul’s book – Beguiling Heresy – under “Goodwill” (p216) he writes:

A franchisor entering a new market can use the resources of the franchisee to create the goodwill and then take away the right to use the trademarks once they have acquired value in the expansion market:

In 2002, the BK system was sold by Diageo, and a couple of months later, in early 2003, the deal was securitized by the new owners TPG, Bain, & GS Capital Partners.  All “existing” franchised units, as of 2003, had the value of their store level “goodwill” collaterized through the securitization.  The “new” private equity owners basically told Wall Street that the goodwill endures to the benefit of the franchisor.  So, The Street decided to buy it thinking that they will rightfully own all of the system’s “goodwill” based on the franchisor’s representations.  Z'ee who?

Between 2003-2006, PE used the Ad Fund to create new products and marketing programs.  Additional revenue streams were also created by “exploiting” an underlying “refranchising” strategy.  As a result, the combined strategies led to increased comparable sales, unit growth, and a “new” store development pipeline.  Successfully executed – one might assume private equity management deserves full credit for the “business turnaround”.  Did the underlying business truly “turnaround” or is it just overly inflated “crappy” valuations? 

During this period,  the value created by the “new” assets were treated as owner’s “equity” since the “existing” contracts produced sufficient cash flow to make the interest only payments on the bond.  Right “before the 2006 IPO the PE owners borrowed an additional $350M in “new” debt which they kicked back to themselves as a “special” dividend payment.  Not a bad 4 year return considering PE only kicked in $325M of their own money when they acquired BK for $1.5B in 2002. 

The 2006 IPO raised about $425M.  The proceeds of the IPO were used to pay down the “new outstanding” debt of roughly $1.5B ($1.2B + $350M).  However, what did that do for the “existing” debt?  Answer: Nothing.  It covered the $350M “dividend” debt raised right before the IPO.

Subsequent to the 2006 IPO, the PE owners sold about 20% ($900M) of their post-IPO 50% share holdings – thru 2 secondary stock offerings - and used the proceeds to pay down some of the “existing” debt – which is now roughly $750M.  The PE owners still hold roughly 30% of the total outstanding shares.  On 09/01/10, the WSJ – on the Deal Journal Blog – ran a story titled “How To Make A Killing On Burger King” that said:

All told, the original PE investors could haul a back-of-the-envelope total $2.5 billion from its original investment.                   

What lies ahead for the “goodwill” created by the franchisee’s sweat equity between 2006-2010?  Answer: More “goodwill” for the private equity boys to monetize….  Circular “goodwill” extraction – going from “existing” to “new” is a valuable franchised moment in time…. this is , the “new” economic landscape and franchise cash flow algorithm.  Is it Pap? Or, simply more schmeared Pap? 

As a side – I hear “private equity” now prefers to be termed “asset managers”.  Before the spawn of “private equity” there was an era of “corporate raiders” and “LBO Kings”.  Asset manager is a new name for the same ole game…

Brazil Soya Beans

Soya Beans = Burger King?

"Burger King (NYSE: BKC) has canceled their contract with the PT SMART (JAK: SMAR), a palm oil supplier in Indonesia, due to environmental concerns."

http://www.benzinga.com/general/10/09/457304/burger-king-cancel-contract-with-palm-oil-supplier-pt-smart-bkc-smar

Commodities in Brazil

The Economist published an article found here last week titled, “The miracle of the cerrado: Brazil has revolutionised its own farms. Can it do the same for others?”
http://www.economist.com/node/16886442?story_id=16886442&CFID=142143767&CFTOKEN=47990611

Here’s the interesting piece of the article:
“The increase in Brazil’s farm production has been stunning. Between 1996 and 2006 the total value of the country’s crops rose from 23 billion reais ($23 billion) to 108 billion reais, or 365%. Brazil increased its beef exports tenfold in a decade, overtaking Australia as the world’s largest exporter. It has the world’s largest cattle herd after India’s. It is also the world’s largest exporter of poultry, sugar cane and ethanol (see chart 2). Since 1990 its soyabean output has risen from barely 15m tonnes to over 60m. Brazil accounts for about a third of world soyabean exports, second only to America. In 1994 Brazil’s soyabean exports were one-seventh of America’s; now they are six-sevenths. Moreover, Brazil supplies a quarter of the world’s soyabean trade on just 6% of the country’s arable land.”

Here a quick association of thought:
a commodity and a franchise
Beef = Burger King
Poultry = Kentucky Fried Chicken
Sugar Cane = Dunkin’ Donuts
Soya bean = Starbucks
Ethanol = BP (once the pipelines finish off the “Gulf” of Mexico)

A Gentlemen friend, Mr. Mamamu, had questioned, “what is the toll bridge have to do with franchising?”. So, the a discussion of the commodities market ensued.

RichardSolomon's picture

Being extremely competent in one or a few disciplines does not

translate into competence elsewhere - especially if the elsewhere is a discrete specialty area unto itself.

That is the explanation for why doctors are such frequent investment fraud victims. Every scammer knows that doctors are easy marks - they don't have/make time for due diligence - they don't know how to do due diligence - they assume that what they do will be successful because what they ARE doing is successful - they are extremely arrogant. These are the hallmarks of victimhood, and this specie of victim always has money (well, almost always).

To a lesser extent the same reasons/explanations apply to corporate middle managers - which is why so many of them fall victim to franchise scams. Franchise crooks use the vocabulary of company speak very fluently, making the company man feel comfortable in his skin while he is being presented with a proposition that will fleece him down to his skivvies,

Think of corporate downsizing as turtle eggs hatching - baby turtles struggling out of the eggs and up through the sand, trying to scamper to the sea while birds of prey hover waiting for them.

It is a target rich world out there. 

Les Stewart's picture

Operating competence falsely creates over-confidence in $

Jerry & David,

I would suggest that the Dunning-Kruger effect cognitive bias has something to do with this:

...person makes poor decisions and reaches erroneous conclusions, but their incompetence denies them the metacognitive ability to realize their mistakes.[1] The unskilled therefore suffer from illusory superiority, rating their own ability as above average, much higher than it actually is, while the highly skilled underrate their abilities, suffering from illusory inferiority. This leads to the situation in which less competent people rate their own ability higher than more competent people. It also explains why actual competence may weaken self-confidence: because competent individuals falsely assume that others have an equivalent understanding.

This bias affects 100% of humans. The financier/franchisee simply have different skill sets.

Put most quants in Dave Melton' stores (Hire the American Dream) and they'd drive it into the ground in a few hours. Cue the thousands of MDs/lawyers/etc. that are fraud victims.

Great comments, btw.

Mr (G) Pap (G) Smear (G)

Yeast + Beer + AAA + Buffet = InBev = BK Pap pee.

Michael writes: “Most of what 3G Capital is putting out is pap - we have no idea what they are really up to.

We know what they are up to – They are in the business of making “fast” $$$ and flying around in private jets. Z’ees stay clueless because they are in the business of day-to-day operations management. They – The Franchisee Stakeholders - capitalize the whole enterprise value – including all of the system’s intangible goodwill. Unfortunately, the Z’ee stakeholders only see the sum of their individual part on their individual balance sheets. The Z’or built a LEO that calculates the sum of all the moving parts – as a "whole" – and, in real time. Z’ees are transaction based. The story of suits and jeans will be saved for another time…

Taking a shot at your G-Men questionnaire: “How do they intend to pay of the $660 million in debt?

It’s already getting paid by the “existing” franchisee co-issuers and guarantors of the related collateral franchise documents. Although the Z’ees each signed a personal guaranty when they executed their “individual” FAs, they may not know their role in the deal and what their personal guarantees mean as a “whole”. The Z’ee owned collateral will simply get recapitalized. Even though the rating “agencies” downgraded their “ratings” on BK’s debt, in light of today’s market action, the bond’s payment history doesn’t seem to have any issues. Still need to look further into the rating history to confirm.

Where is that money coming from?

A couple of bankers will get together, pass the bong around, and structure a syndicated “bridge” loan to fund the initial acquisition. Once the “new” owners take control, disclosure will go privately “dark”, and then, the G-Men will recapitalize the whole business through another securitization. Z’ee assets are being played – As long as they stay “in-the-dark” - why ask any more stupid G-Men type questions?

What are the BK franchisees being told?

G-Men Internal Communication: We promise it’ll better this time around.

In my honest humble opinion, I believe they should just tell the Z’ees the truth. Your profitability is my toll bridge for quarterly reporting. Can you afford to lose another 2%-5% off of your bottom-line livelihood feeding “crap”. Just tighten up your budgets a little more – you know, kinda like, “operating” efficiency mantras – or else, I’ll send my G-Men do it for you…. pretty much straight forward – eh?

How is that the NFA does not know about the Burger King sale to private equity?

Welcome to my “private” world. Read more on “in-the-dark” PE strategies in “The Buyout of America” by Josh Kosman. An updated released is coming out this October 2010.

If I were a BK franchisee, this would not be acceptable to me.

BK is not the only franchise affected. Come to think of it Pillsbury is still a major Dunkin’ supplier. What’s going on with DD’s 2006 DB Master Finance, LLC 144a - nowadays? Just thinking out loud….

Private Equity Firms: Corporate Raiders

Private equity firms came to prominence in the 1980's, when they were dubbed "corporate raiders." Their acquisition modus operandi was called "leveraged buyouts." The firms found "private equity" a satisfyingly confusing term for the average person and that is the term they go by now.



Typically the bought-out companies are loaded up with debt to finance the acquisition, while employees and franchisees are squeezed hard to provide more profits. Many buy the company spin and don't realize the cause and effect of what's happening to them.

Josh Kosman's book, The Buyout of America: How Private Equity Will Cause the Next Great Credit Crisis, is a must-read for anyone whose company is affected by a private-equity firm. On Kosman's website we read, "Few people realize that the top private equity firms, such as Blackstone Group, Carlyle Group, and Kohlberg Kravis Roberts, have become the nation’s largest employers through the businesses they own."




Writes the Wall Street Journal in a book review, "They [private equity firms] cream fees from their acquisitions, generating profits no matter how the companies fare. The companies cut more jobs than publicly owned competitors and sidestep proposed reforms by currying favor with politicians. Mr. Kosman finds a University of Chicago study showing that, for the years 1980 to 2001, the private-equity firms' investors got returns that fall short of the broad market average, after fees.

Mr. Kosman provides exhaustive specifics."

Another book on the subject of private equity (leveraged) buyouts, Barbarians at the Gate: The Fall of RJR Nabisco, written in 1990, was a huge business bestseller, which became an Emmy-winning TV movie. The Library Journal calls it "a story of avarice on an epic scale."

michael webster's picture

The Failure of Associations to be Informed

Janet writes: "Yesterday, NFA told Blue MauMau that they were surprised by the announcement of the sale to 3G Capital.  Although, the association has refused to answer questions, it released this statement moments ago: “On behalf of our member franchisees, we welcome 3G Capital as the potential new owner of our great brand,” said William Harloe Jr., NFA Chairman."

Again, we see franchisee trade associations being clueless as what is happening with the corporate control of their franchisor, and their system.

Wendy's franchisees were equally stunned, and now BK franchisees are equally surprised.

If you are caught off guard, you aren't in any position to control your own future.

Most of what 3G Capital is putting out is pap - we have no idea what they are really up to.

How do they intend to pay of the $660 million in debt?

Where is that money coming from?

What are the BK franchisees being told?

How is that the NFA does not know about the Burger King sale to private equity?

If I were a BK franchisee, this would not be acceptable to me.

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